TIDMVOX

RNS Number : 0790O

Vox Valor Capital Limited

29 September 2023

29 September 2023

Vox Valor Capital Limited

("Vox Valor" or the "Company")

Interim Results for the six months ended 30 June 2023

Vox Valor (LSE: VOX) , is pleased to announce its unaudited interim financial statements for the six months ended 30 June 2023.

For additional information please contact:

Konstantin Khomyakov

Tel: +1 (345) 949-4544

Email: ir@voxvalor.com

Novum Securities Limited

David Coffman / George Duxberry

Tel: +44 (0)207 399 9400

About Vox Valor Capital Limited

Vox Valor Capital Limited is the holding company for Vox Capital Limited and its subsidiary companies (together the "Vox Group"). The Vox Group has a focus on making acquisitions of majority stakes in the marketing technology, digital content, mobile games/apps and digital marketing sector. Digital marketing technology and services and digital content/mobile games are large and fast-growing industries. The Vox Group's management team has a successful track record of operating, financing, and exiting businesses in this sector and has a network in this sector which generates a steady flow of leads and introductions to potential acquisition candidates. The Vox Group will target the acquisition of privately held businesses that can benefit from the access to liquidity and international scaling expertise that the Vox Group and its management team can provide.

Interim Management Report

Vox Valor Capital Limited ("Vox Valor" or the "Company") is pleased to announce that its interim financial statements for the period ended 30 June 2023 have been published and are available on its website at www.voxvalor.com/investors .

We are very pleased to report a strong increase in revenues and the group achieving a modest operating profit. For the current financial year, we are looking forward to growing Vox Valor both organically and through potential acquisitions.

Summary of Trading Results

The main management focus in the reporting period was on improving the financial performance.

For the financial period ended 30 June 2023, Vox Valor reported revenue of USD 1.8 million (versus USD 3.4m in the previous comparable period). The main reason for the revenue decrease is that 2022 numbers included revenue from Mobile Marketing LLC, the Russian subsidiary which was sold on 2 August 2022.

Revenue was principally generated in Mobio Global UK with sales of USD 1.767k compared to USD 606k in the first half of 2022. Russian revenue reduced to zero in 2023 having been the most significant revenue in 2022 at USD 2.6m.

Operating expenses decreased at a faster pace to USD 1.789 million for the 6 month period ended 30 June 2023 from USD 3.9 million in the previous period representing the efforts of management to become operationally profitable.

Gross margin for the first half of 2023 was USD 639k (36%) compared to 56k (2%) in the first half of 2022).

Vox Valor achieved an operational profit of USD 13k (versus USD 542k loss in the previous period).

Total comprehensive income for the 6 month period ended 30 June 2023 was a profit of USD 179k (versus a loss of USD 2.6m in the previous comparable period).

Corporate Update

On 2 November 2022, the Company announced the opening of Mobio's US offices and the Company has focused on growing its client base in the United Kingdom, the United States and Europe to offset the revenue loss that resulted from the sale of Mobile Marketing LLC on 2 August 2022.

Mobio is making steady progress in gaining new clients for Mobio Global Limited (UK). Mobio Singapore Pte Ltd (Singapore) and Mobio Inc (US) and these efforts are continuing through the remainder of the current financial year.

As announced with the publication of the 2022 financial statements, the Company had signed two non-binding and conditional term sheets for the acquisition of two mobile game and app businesses. The term sheets were subject to further due diligence, board approvals, final legal documentation and in one case subject to financing. The Company is no longer in discussions with either party.

The Company is continuing its search for suitable complimentary mobile game or app (content) businesses as well as complimentary advertising tech and marketing tech businesses, in order to execute on its strategy of creating a synergetic mobile content and ad tech / marketing powerhouse. Further announcements on potential merger and acquisition transactions will be made as and when term sheets or legal binding agreements have been entered into.

Outlook

Looking forward to the current global situation, the rising interest rates and inflation rates tends to have an adverse impact on the price of services provided.

The Board remains cautiously optimistic and continues to evaluate opportunities for generating value for shareholders.

Going Concern

The day to day working capital requirements and investment objectives is met by existing cash resources and the issue of equity. At 30 June 2023 the Group had cash balance of USD 80k (911K USD as of 31 December 2022). The Group's forecasts and projections, taking into account reasonably possible changes in the level of overhead costs, show that the company should be able to operate within its available cash resources. The directors have, at the time of approving the interim financial statements, a reasonable expectation that the Group has adequate resources to continue in existence for the foreseeable future. They therefore continue to adopt the going concern basis of accounting in preparing the financial statements.

Interim Financial Information

The half-yearly financial report has not been audited or reviewed by auditors pursuant to the Financial Reporting Council guidance on Review of Interim Financial Information.

Post-Period Events

No significant events occurred after reporting date.

Principal Risks and Uncertainties

Taking considered risk is the essence of all business and investment activity, in relation to risk the Company's main objective is to minimise the chance of a material adverse outcome arising from causes which could reasonably have been foreseen, this includes both 'upside' (opportunity) and 'downside' (threat) risks.

The principal risks that are specific to the Group are summarised below. In the opinion of the Directors, these risks remain unchanged from those detailed in the Company's annual report for the year ended 31 December 2022 which was approved by the Board of Directors on 28 April 2023.

Unaudited condensed consolidated statement of profit or loss and other comprehensive income

for the six month period ended 30 June 2023

 
                                        Notes   30 June 2023     30 June 
                                                                   2022 
                                       ------  -------------  ------------ 
 Operating income and expenses 
 Sales revenue                            1        1,802,566     3,424,568 
 Total income                                      1,802,566     3,424,568 
                                               -------------  ------------ 
 
 Operating expenses                       2      (1,164,003)   (3,368,605) 
 Administrative expenses                  4        (418,805)     (275,874) 
 Contractors fees                                  (123,898)     (186,168) 
 Professional services                              (27,616)      (30,137) 
 Legal and consulting fees                          (20,003)      (26,828) 
 London Stock Exchange fee                          (10,667)             - 
 Right-of-use assets expense                         (9,871)      (23,148) 
 Depreciation of tangible/intangible 
  assets                                             (8,714)      (18,833) 
 Audit and accountancy fees                          (5,953)      (37,252) 
 Total operating costs                           (1,789,530)   (3,966,845) 
                                               -------------  ------------ 
 
 OPERATING PROFIT / (LOSS)                            13,036     (542,277) 
                                               -------------  ------------ 
 
 Non-operational income and expenses 
 Non-operating income                     6            6,215         1,381 
 Non-operating expenses                   6          (6,460)     (219,316) 
 RTO Expenses                                              -     (491,596) 
                                               -------------  ------------ 
 NET NON-OPERATING RESULT                              (245)     (709,531) 
                                               -------------  ------------ 
 
 Financial income and expenses 
 Interest income / (expenses)             7        (251,292)     (377,711) 
 Financial income / (expenses)            5          113,684     (237,609) 
 NET FINANCIAL RESULT                              (137,608)     (615,320) 
                                               -------------  ------------ 
 
 PROFIT / (LOSS) BEFORE TAX                        (124,817)   (1,867,128) 
                                               -------------  ------------ 
 
 Profit tax                                         (19,998)        14,019 
 Deferred taxes                         8 .1        (20,532)       100,553 
 PROFIT / (LOSS) FOR THE PERIOD                    (165,347)   (1,752,556) 
                                               -------------  ------------ 
 
 OTHER COMPREHENSIVE INCOME 
 Revaluation reserve                                       -       159,473 
 Transactions with owners (business 
  restructuring)                          9            3,881     (385,479) 
 Exchange differences on translating 
  foreign operations                                       -       506,514 
 Translation difference                              340,110   (1,123,900) 
                                               -------------  ------------ 
 OTHER COMPREHENSIVE INCOME                          343,991     (843,392) 
                                               =============  ============ 
 
 TOTAL COMPREHENSIVE INCOME / (LOSS) 
  FOR THE PERIOD                                     178,644   (2,595,948) 
                                               -------------  ------------ 
 
 Basic and diluted loss per share        10           (0,01)        (0,08) 
                                               =============  ============ 
 

Unaudited condensed consolidated statement of financial position as at 30 June 2023

 
                                   Notes   30 June 2023   31 December 
                                                              2022 
                                  ------  -------------  ------------ 
 ASSETS 
 Non-current assets 
 Investments                        14       10,602,402    10,156,381 
 Right-of-use assets                13           59,183        66,156 
 Deferred tax assets                             37,097        58,162 
 Tangible fixed assets              11            2,664         3,391 
 Intangible assets                  12            5,435         7,038 
 Total non-current assets                    10,706,781    10,291,128 
                                          -------------  ------------ 
 
 Current assets 
 Trade and other receivables        15        1,350,100     2,930,095 
 Other short-term assets                              -         3,516 
 Cash at bank                       16           79,965       911,686 
 Total current assets                         1,430,065     3,845,297 
                                          -------------  ------------ 
 TOTAL ASSETS                                12,136,846    14,136,425 
                                          -------------  ------------ 
 
 EQUITY AND LIABILITIES 
 
 EQUITY 
 Share Capital                                  194,426       194,426 
 Share premium                               13,660,572    13,660,572 
 Share based payments                         1,926,720     1,926,720 
 Revaluation reserve                            854,196       854,196 
 Retained earnings                          (7,106,088)   (6,944,622) 
 Translation difference                       (533,243)     (873,353) 
                                          -------------  ------------ 
 TOTAL EQUITY                                 8,996,583     8,817,939 
                                          -------------  ------------ 
 
 LIABILITIES 
 Non-current liabilities 
 Loans (long term)                  18        2,408,539     2,055,712 
 Other long-term liabilities        19           44,428        53,722 
                                          -------------  ------------ 
 Total non-current liabilities                2,452,967     2,109,434 
                                          -------------  ------------ 
 
 Current liabilities 
 Trade and other payables           17          400,542     2,905,091 
 Loans (short term)                 18           41,943        81,608 
 Accrued expenses                                20,033        34,235 
 Current tax liabilities                         38,253        17,823 
                                    19, 
 Other short-term liabilities        20         186,525       170,295 
                                          -------------  ------------ 
 Total current liabilities                      687,296     3,209,052 
                                          -------------  ------------ 
 
 TOTAL LIABILITIES                            3,140,263     5,318,486 
                                          -------------  ------------ 
 TOTAL EQUITY AND LIABILITIES                12,136,846    14,136,425 
                                          -------------  ------------ 
 

Unaudited condensed consolidated statement of changes in equity for the period ended 30 June 2023

 
                  Notes     Share      Share        Share     Revaluation   Convertible    Retained      Exchange     Translation     Total 
                           Capital     premium      based       reserve        notes        earnings    differences    difference     equity 
                                                   payments                   reserve                       on 
                                                                                                        translating 
                                                                                                          foreign 
                                                                                                        operations 
                 -------  --------  -----------  ----------  ------------  ------------  ------------  ------------  ------------  ---------- 
 Balance 
  at 1 January 
  2023                     194,426   13,660,572   1,926,720       854,196             -   (6,944,622)             -     (873,353)   8,817,939 
                          --------  -----------  ----------  ------------  ------------  ------------  ------------  ------------  ---------- 
 Transactions                    -            -           -             -             -             -             -             -           - 
  with owners 
 Results 
  from activities                -            -           -             -             -     (165,347)             -             -   (165,347) 
 Other comprehensive 
  income                         -            -           -             -             -         3,881             -       340,110     343,991 
 Balance 
  at 30 June 
  2023                     194,426   13,660,572   1,926,720       854,196             -   (7,106,088)             -     (533,243)   8,996,583 
                          ========  ===========  ==========  ============  ============  ============  ============  ============  ========== 
 
 
                  Notes     Share      Share        Share     Revaluation   Convertible    Retained      Exchange     Translation      Total 
                           Capital     premium      based       reserve        notes        earnings    differences    difference      equity 
                                                   payments                   reserve                       on 
                                                                                                        translating 
                                                                                                          foreign 
                                                                                                        operations 
                 -------  --------  -----------  ----------  ------------  ------------  ------------  ------------  ------------  ------------ 
 Balance                                    1 2 
  at 30 September                         ,9 38 
  2021                     187,128         ,022           -       854,196           393   (2,288,969)     (222,601)       203,721    11,671,890 
                          --------  -----------  ----------  ------------  ------------  ------------  ------------  ------------  ------------ 
 Transactions                             722 , 
  with owners                7,298          550   1,926,720             -             -             -             -             -   2 , 656,568 
 Results 
  from activities                -            -           -             -             -   (3,145,770)             -             -   (3,145,770) 
                                                                                                                          (1, 077 
 Other comprehensive                                                                                                        , 074 
  income                         -            -           -             -         (393)   (1,509,883)       222,601             )   (2,364,749) 
 Balance 
  at 31 December 
  2022                     194,426   13,660,572   1,926,720       854,196             -   (6,944,622)             -     (873,353)     8,817,939 
                          ========  ===========  ==========  ============  ============  ============  ============  ============  ============ 
 

Unaudited condensed consolidated statement of cash flows for the period ended 30 June 2023

 
                                           Notes     30 June 2023   31 December 
                                                                        2022 
                                          -------   -------------  ------------ 
 OPERATING ACTIVITIES 
 Profit / (loss) before taxation                        (124,817)   (3,195,590) 
 Adjustments for 
 Depreciation of tangible/intangible 
  fixed assets                                              8,714        23,664 
 Depreciation of right-of-use assets                        9,871        38,290 
 Interest not paid (received)                              56,683        51,562 
 Inventories                                                    -            33 
 Trade and other receivables                            1,579,995   (1,186,224) 
 Trade and other payables                             (2,504,549)       940,044 
 Other assets                                               3,516       132,660 
 Other liabilities                                         17,973      (24,284) 
 Accrued expenses                                        (14,202)        23,579 
 Non-operating expenses                                     3,881     3,148,046 
 Cash generated from operations                         (962,935)      (48,220) 
                                                    -------------  ------------ 
 
 Taxes reclaimed (paid)                                         -             - 
                                                    -------------  ------------ 
 Total cash flow from operating 
  activities                                            (962,935)      (48,220) 
                                                    -------------  ------------ 
 
 INVESTMENT ACTIVITIES 
 Purchase /disposal of property, 
  plant and equipment                                           -       (3,391) 
 Purchase /disposal of other intangible 
  assets                                                  (5,963)      (15,276) 
 Acquisition of subsidiaries, net 
  of cash acquired                                              -     (291,747) 
 Total cash flow from investment 
  activities                                              (5,963)     (310,414) 
                                                    -------------  ------------ 
 
 FINANCING ACTIVITIES 
 Loans given / received                                   290,000       625,000 
 Financial obligations (right-of-use)                    (10,034)      (71,103) 
 Interest paid (right-of-use)                             (1,003)       (5,032) 
 Total cash flow from financing 
  activities                                              278,963       548,865 
                                                    -------------  ------------ 
 
 NET CASH FLOW                                          (689,935)       190,231 
                                                    -------------  ------------ 
 
 Exchange differences and translation 
  differences on funds                                  (141,786)      (34,704) 
                                                    -------------  ------------ 
 MOVEMENTS IN CASH FUND                                 (831,721)       155,527 
                                                    -------------  ------------ 
 
 Balance as of beginning of the period                    911,686       756,159 
 Movement for the period                                (831,721)       155,527 
                                                    -------------  ------------ 
 Balance as of the end                                     79,965       911,686 
                                                    -------------  ------------ 
 

Notes to the unaudited condensed consolidated financial statements, comprising significant accounting policies and other explanatory information for the six month period ended 30 June

GENERAL INFORMATION

Vox Valor Capital LTD (the "Company")

Vox Valor Capital LTD (former Vertu Capital Limited) was incorporated in the Cayman Islands on 12 September 2014 as an exempted company with limited liability under the Companies Law. The Company's registered office is Forbes Hare Trust Company Limited, Cassia Court, Camana Bay, Suite 716, 10 Market Street, Grand Cayman KY1-9006, Cayman Islands, registration number 291725.

The Group comprises from the parent company Vox Valor Capital LTD and the following subsidiaries:

-- Vox Capital Ltd United Kingdom 100% ownership by Vox Valor Capital LTD

-- Vox Valor Capital Pte Limited Singapore 100% ownership by Vox Capital Ltd

-- Initium HK Limited Hong Kong 100% ownership by Vox Capital Ltd

-- Mobio Global Limited United Kingdom 100% ownership by Vox Capital Ltd

-- Mobio (Singapore) Pte Ltd Singapore 100% ownership by Mobio Global Limited

-- Mobio Global Inc . USA 100% ownership by Mobio Global Limited

The principal activity of the Group is businesses in the digital marketing, advertising and content sector. The Group focuses on App, Mobile, Performance and has been providing the services for the promotion of mobile apps and games.

The Company is controlled by Vox Valor Holding LTD (UK).

Final beneficiaries of the Group are Pieter van der Pijl, Stefans Keiss, and Sergey Konovalov.

Management (Directors)

   --      John G Booth (Chairman and Non-Executive Director) 
   --      Rumit Shah (Non-Executive Director) 
   --      Konstantin Khomyakov (Finance Director) 

Going concern

At the time of approving the financial statements, the Management has a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, the Management continues to adopt the going concern basis of accounting in preparing the financial statements.

ACCOUNTING POLICIES

The Consolidated Interim Financial Statements have been prepared in accordance with UK-adopted International Accounting Standards ("IFRS") and interpretations issued by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Standards Interpretations Committee ("IFRIC").

The presentation al currency of the Group is US dollars (USD).

The notes are an integral part of the financial statements.

Reporting period

These financial statements represent the financial reporting period of the Group for the 6 month period ended 30 June 2023.

General

An asset is disclosed in the statement of financial position when it is probable that the expected future economic benefits attributable to the asset will flow to the entity and the cost of the asset can be reliably measured. A liability is disclosed in the statement of financial position when it is expected to result in an outflow from the entity of resources embodying economic benefits and the amount of the obligations can be measured with sufficient reliability.

If a transaction results in transfer of future economic benefits and/or when all risks associated with assets or liabilities have been transferred to a third party, the asset or liability is no longer included in the statement of financial position. Assets and liabilities are not included in the statement of financial position if economic benefits are not probable or cannot be measured with sufficient reliability.

The income and expenses are accounted for during the period to which they relate. Revenue is recognized when control over service is transferred to a customer.

The Management is required to form an opinion and make estimates and assumptions for assets, liabilities, income, and expenses. The actual result may differ from these estimates. The estimates and the underlying assumptions are constantly assessed. Revisions are recognised during a corresponding revision period as well as any future periods affected by the revision. The nature of these estimates and judgements, including related assumptions, is disclosed in the notes to corresponding items in the financial statement.

Basis of consolidation

The Consolidated Financial Statements incorporate the financial information of Vox Capital Ltd and all its subsidiary undertakings. Subsidiary undertakings include entities over which the Group has effective control. The Company controls a group when it is exposed to, or has right to, variable returns from its involvement with the Group and has the ability to affect those returns through its power over the Group. In assessing control, the Group takes into consideration potential voting rights.

   --      The Company acquired Vox Valor Capital LTD on 30 September (holding company) 
   --      The Company acquired Vertu Capital Holding Ltd on 30 September (holding company) 

-- The Company acquired Vox Valor Capital Singapore Pte Limited on 8 October 2020 (holding company)

   --      The Company acquired Initium HK Limited on 14 December 2020 (holding company) 
   --      The Company acquired Mobio (Singapore) PTE LTD on 14 October 2020. 
   --      The Company acquired Mobio Global Inc. on 27 April 2022 

Principles for foreign currency translation

The financial statements of the Group are presented in US dollars, which is the Group's presentation currency.

Receivables, liabilities, and obligations denominated in any currency other than USD are translated at the exchange rates prevailing as of the reporting date.

Transactions in any currency other than USD during the financial year are recognized in the financial statements at the average annual exchange rate. The exchange differences resulting from the translation as of the reporting date, taking into account possible hedging transactions, are recorded in the consolidated statement of profit or loss and other comprehensive income.

The nominal value of the share capital and other share components of the subsidiaries are denominated in Singapore dollars (SGD) and in the pounds of sterling (GBP) and translated into USD using historical exchange rate; the exchange differences resulting from this translation are recorded in the Exchange differences on translating foreign operations in the statement of financial position.

Cross-rates USD/RUB are taken from the Central bank of the Russian Federation official site Official exchange rates on selected date | Bank of Russia (cbr.ru) . Cross-rates GBP/USD, USD/SGD and average rate GBP/USD are taken from https://www.exchangerates.org.uk/ and closing rate GBP/USD is taken from the site Currency Exchange Rates - International Money Transfer | Xe .com.

 
 GBP/USD          30 . 06   3 1 . 12 
                   .202 3    .202 2 
--------------   --------  --------- 
 Closing rate     1. 2681   1. 2101 
 Average rate     1. 2337   1. 2369 
 

Revenue

The Group's revenue comprises primary income from the provision of mobile marketing services in 2023 and 2022. Revenue is recognized when the related services are delivered based on the specific terms of the contract. The Group uses a number of different information technology ("IT") systems to track certain actions as specified in customer contracts. The calculation of charges for mobile marketing services is carried out automatically by the technology platform based on pre-defined key parameters, including unit price and volume. These IT systems are complex and process large volumes of data.

Records of mobile marketing services charges are generated in an aggregated amount for each category and are manually entered into the accounting system on a monthly basis.

Revenue recognition

Revenue is measured based on specific contract terms and excludes amounts collected on behalf of any third parties. Revenue is recognized when control over service is transferred to a customer.

The following is a description of principal activities from which the Group generates its revenue.

Cost of sales (operating expenses)

Cost of sales represents the direct expenses that are attributable to the services delivered. They consist primarily of payments to platforms and publishers under the terms of the revenue agreements. The cost of sales can include commissions where applicable.

Financial instruments

The Group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability, or an equity instrument in accordance with the terms of the contractual arrangement. Financial instruments are recognised on trade date when the Group becomes a party to the contractual provisions of the instrument. Financial instruments are recognised initially at fair value plus, in the case of a financial instrument not at fair value through profit and loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument. Financial instruments are derecognised on the trade date when the Group is no longer a party to the contractual provisions of the instrument.

Trade and other receivables and trade and other payables

Trade and other receivables are recognised initially at transaction price less attributable transaction costs. Trade and other payables are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any expected credit losses in the case of trade receivables. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.

Other financial commitments

Financial commitments that are not held for trading purpose are carried at amortised cost using the effective interest rate method.

Other purchased intangibles assessment

The Group annually reviews the recoverability of all long-term assets, whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. The Group determines whether there has been an impairment by comparing the anticipated undiscounted future net cash flows to the related asset's carrying value. If an asset is considered impaired, the asset is written down to fair value which is either determined based on discounted cash flows or appraised values, depending on the nature of the asset.

Intangible fixed assets

Concessions, Intellectual Property and Licenses are stated at cost less accumulated amortisation.

Amortisation is recognized in the income statements on a straight-line over the estimated useful life as follows:

   --       Trademarks - 10 years. 
   --       Licenses - validity period. 
   --       Programs - 5 years. 

Tangible fixed assets

Tangible fixed assets are stated at their historical cost less accumulated depreciation. Depreciation is recognized in the income statement in a straight-line basis over the estimated useful lives of each item of tangible fixed assets. The minimum cost to recognize an objects as a fixed asset is 3,000 USD. The annual depreciation rates applied are:

   --      Technical and office equipment, computers - 3 years. 

Leases

All leases are accounted for by recognising a right-of-use asset and a lease liability except for:

   --       Leases of low value assets; and 
   --       Leases with a duration of twelve months or less. 

Lease liabilities are measured at the present value of contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the Group's incremental borrowing rate placed at the official site of the Bank of England.

Short-term leases and leases of low-value assets

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and low-value assets, including IT equipment. The Group would recognise the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

Receivables

Upon initial recognition the receivables are included at fair value and then valued at amortised cost. The fair value and amortised cost equal the face value. Any provision for doubtful accounts deemed necessary is deducted. These provisions are determined by individual assessment of the receivables. All receivables are due within one year.

Cash

Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose only on the cash flow statement.

The cash flow statement from operating activities is reported using the indirect method.

Provisions

These are recognised when the Group has a present legal or constructive obligation as a result of past events, when it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated.

Provisions are measured at the present value of the expenditure expected to be required to settle the obligation, using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognised as a finance cost.

Deferred taxes

A deferred tax liability / asset is recognized for any differences in commercial and fiscal valuation of the Group's assets and liabilities.

Taxation

Current tax is the tax currently payable based on the taxable profit for the year.

The Group recognises current tax assets and liabilities of entities in different jurisdictions separately as there is no legal right of offset. Deferred tax is provided in full on temporary differences between the carrying amounts of assets and liabilities and their tax bases, except when, at the initial recognition of the asset or liability, there is no effect on accounting or taxable profit or loss under a business combination. Deferred tax is determined using tax rates and laws that have been substantially enacted by the statement of financial position date, and that are expected to apply when the temporary difference reverses.

Tax losses available to be carried forward, and other tax credits to the Group, are recognised as deferred tax assets, to the extent that it is probable that there will be future taxable profits against which the temporary differences can be utilised. Changes in deferred tax assets or liabilities are recognised as a component of the tax expense in the statement of comprehensive income, except where they relate to items that are charged or credited directly to equity, in which case the related deferred tax is also charged or credited directly to equity.

Financial income and expenses

Financing income includes forex exchange and financial expenses include bank fee.

ACCOUNTS BREAKDOWN AND NOTES

   1.         Revenue 

Revenue arises from:

 
 Country                 H1 2023     H1 2022 
--------------------   ----------  ---------- 
 UK                     1,767,609     605,835 
 Singapore                 30,757     255,542 
 USA                        4,200           - 
 Russian Federation             -   2,563,191 
                       ----------  ---------- 
 Total                  1,802,566   3,424,568 
                       ----------  ---------- 
 

Revenue is segmented by the country where it was received.

   2.         Operating expenses 
 
 Country                 H1 2023     H1 2022 
--------------------   ----------  ---------- 
 UK                     1,095,037   1,575,443 
 Singapore                 48,823      47,741 
 USA                       20,143           - 
 Russian Federation             -   1,745,421 
---------------------  ----------  ---------- 
 Total                  1,164,003   3,368,605 
                       ----------  ---------- 
 
 
 Expenses                               H1 2023     H1 2022 
-----------------------------------   ----------  ---------- 
 Platforms and publishers' 
  fees                                   775,380   2,747,301 
 Premium receivable from platforms             -    (68,939) 
 Contractor fees                         388,623     262,498 
 Wages & Salaries                              -     256,038 
 Social taxes                                  -      42,667 
 Other                                         -     129,040 
------------------------------------  ----------  ---------- 
 Total                                 1,164,003   3,368,605 
                                      ----------  ---------- 
 

Operating expenses include the cost of the services of third parties for the placement of advertising and information materials of the Group's clients and the salaries expenses and social contributions of employees.

   3.         Operating segments 

The operating segments identifies based on internal reporting for decision-making. The Group is operated as one business with key decisions irrespective of the geography where work for clients is carried out. The Management (chief operating decision maker) considers that the Group has one operating segment. Therefore, no additional disclosure has been represented.

Geographical disclosures are presented in the notes 1,2.

   4.         Administrative expenses 
 
                                             H1 2023   H1 2022 
                                            --------  -------- 
 Wages & Salaries                             32,188    91,103 
 Wages & Salaries - (top management)         214,504    44,902 
 Social taxes                                  3,116    10,519 
 Social taxes - (top management)              21,421     3,096 
 Audit and Accountancy fees                   64,376     3,347 
 Voluntary medical insurance of employees     26,542         - 
 Advertising & Marketing                      18,177         - 
 IT services and license fees                 17,393    31,241 
 Business travel expenses                     11,689     1,922 
 Office expenses                               3,631    56,416 
 Staff education and training                      -    10,802 
 Other administrative expenses                 5,768    22,526 
 Total                                       418,805   275,874 
                                            --------  -------- 
 

Staff details (administrative and operating)

 
 Number of staff         H1 2023   H1 2022 
                        --------  -------- 
 UK                            2         2 
  including Director           2         2 
 Russian Federation            -        34 
  including Director           -         1 
 Singapore                     -         - 
 USA                           4         - 
  including Director           1         - 
                        --------  -------- 
 Total                         6        36 
                        --------  -------- 
 
 
 Staff cost (operating and               H1 2023   H1 2022 
  administrative) 
                                        --------  -------- 
 Wages & Salaries                         32,188   347,141 
 Wages & Salaries - (top management)     214,504    44,902 
 Social taxes                              3,116    53,186 
 Social taxes - (top management)          21,421     3,096 
                                        --------  -------- 
 Total                                   271,229   448,325 
                                        --------  -------- 
 

Remuneration paid to key management personnel :

 
                                         Director's 
                                            fees 
                              Holding    Subsidiary    Total 
                               company    companies 
                             ---------  -----------  -------- 
 Directors remuneration H1 
  2023                         95,612     118,892     214,504 
 Directors remuneration H1 
  2022                           -         44,902     44,902 
 
   5.         Finance income and financial expenses 
 
                     H1 2023   H1 2022 
                    --------  -------- 
 Finance income 
 FX differences      117 052         - 
 Total               117 052         - 
                    --------  -------- 
 
 Finance expenses 
 FX differences            -   200,885 
 Bank fee              3,368    36,724 
                    --------  -------- 
 Total                 3,368   237,609 
                    --------  -------- 
 
   6.         Non-operating income and expenses 
 
                                 H1 2023   H1 2022 
                                --------  -------- 
 Non-operating income 
 Other non-operating income        6,215     1,381 
 Total                             6,215     1,381 
                                --------  -------- 
 
 Non-operating expenses 
 Provision for bad debts               -   211,274 
 Other non-operating expenses      6,460     8,042 
                                --------  -------- 
 Total                             6,460   219,316 
                                --------  -------- 
 
   7.         Interest income and expenses 
 
                                       H1 2023   H1 2022 
                                      --------  -------- 
 Interest income 
 Interest on the bank account                -       131 
 Influence LLC, loan agreement 4 dd 
  19.08.2020                                 -       108 
 Interest income total                       -       239 
                                      --------  -------- 
 
                Interest expenses      H1 2023   H1 2022 
                                      --------  -------- 
 TDFD loan interest                    234,412   232,873 
 Loan Note Interest Expense                  -   141,663 
 AdTech loan                            14,373         - 
 Mobile Marketing LLC                    1,504         - 
 Rent interest                           1,003     3,414 
                                      --------  -------- 
 Total                                 251,292   377,950 
                                      --------  -------- 
 
   8.         Taxation 
 
                                             H1 2023    H1 2022 
                                            --------  ----------- 
Profit tax 
UK corporation tax (19%)                      15,504     (13,215) 
Russian corporation tax (20%)                      -        (804) 
Singapore corporation tax (17%)                4,494            - 
USA corporation tax (21%)                          -            - 
                                            --------  ----------- 
Total current tax                             19,998     (14,019) 
 
Deferred tax UK                               81,505    ( 14,525) 
Deferred tax Russia                            (868)   ( 86,740 ) 
Deferred tax Singapore                      (60,105)          922 
Deferred tax USA                                   -        (210) 
                                            --------  ----------- 
Deferred tax in Profit and Loss report        20,532  ( 100,553 ) 
 
Taxation on profit on ordinary activities     40,530    (114,572) 
                                            ========  =========== 
 
Deferred tax in Statement of financial 
 position 
 - opening balance                            58,162       42,174 
Deferred tax in Statement of Profit 
 and Loss during reporting period           (20,532)      100,553 
Translation difference                         (533)       46,704 
Deferred tax in Statement of financial 
 position 
 - closing balance                            37,097      189,431 
                                            --------  ----------- 
 

Net deferred tax assets recognized as of 30 June 2023 was not impaired.

8.1. Deferred taxes

 
                                   As of 1          Movements during        As of 30 
                                  January 202       reporting period        June 2023 
                                       3 
                                -------------  -------------------------  ----------- 
                                   Deferred       Charge     Translation    Deferred 
                                    tax BS       to profit    difference     tax BS 
                                                  or loss 
                                -------------  -----------  ------------  ----------- 
 Right-of-use assets                      940        (303)            36          673 
 Property , plant and 
  equipment                                 -          164             5          169 
 Intangible assets                    (1,338)          359          (53)      (1,032) 
 Trade receivables (payables)        (28,136)     (15,066)       (1,815)     (45,017) 
 Provisions                             1,139            -             -        1,139 
 Losses of previous years              85,557      (5,686)         1,294       81,165 
                                -------------  -----------  ------------  ----------- 
 Total                                 58,162     (20,532)         (533)       37,097 
                                -------------  -----------  ------------  ----------- 
 
   9.         Transactions with owners (business restructuring) 

On 23 February 2023, Vertu Capital Holding Ltd. (UK) was liquidated by Vox Valor Capital Limited. The financial effect recognized in the financial statements amounted to a USD 3,881 expense / cost.

   10.       Earnings per share 

Basic (losses)/earnings per share is calculated by dividing the profit/(loss) attributable to equity shareholders by the weighted average number of shares outstanding during the year.

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. As at 31 December 2022 the Group has outstanding Warrants issued to the NED Directors (Non-executive directors) and Stonedale Management and Investments Limited Ltd (Stonedale), which when exercised will convert into Ordinary Shares. Total number of Warrants in issue is 45,833,333.

 
                                         30 June 2023     31 December 
                                                              2022 
                                        --------------  -------------- 
 Loss for the period after tax for 
  the purposes of basic and diluted 
  earnings per share                         (165,347)     (3,145,770) 
 Number of ordinary shares               2,368,395,171   2,368,395,171 
 Weighted average number of ordinary 
  shares in issue for the purposes 
  of basic earnings per share            2,368,395,171   2,195,443,485 
                                        --------------  -------------- 
 Loss per share ( cent)                         (0,01)          (0,14) 
                                        --------------  -------------- 
 

During a period where the Group or Company makes a loss, accounting standards require that 'dilutive' shares for the Group be excluded in the earnings per share calculation, because they will reduce the reported loss per share; consequently, all per-share measures in the current period are based on the weighted number of ordinary shares in issue.

   11.       Tangible fixed assets 
 
 Fixed assets movement as of June 30, 2023 
                                              Computers,   Total 
 Cost                                           phones 
                                             -----------  ------ 
 As of beginning of the period                     3,391   3,391 
 Translation difference                              162     162 
 As of period end                                  3,553   3,553 
                                             -----------  ------ 
 
 Depreciation 
                                             -----------  ------ 
 As of beginning of the period                         -       - 
 Depreciation charge                               (865)   (865) 
 Translation difference                             (23)    (23) 
 As of period end                                  (889)   (889) 
                                             -----------  ------ 
 
 Net book value 
                                             -----------  ------ 
 As of beginning of the period                     3,391   3,391 
                                             -----------  ------ 
 As of period end                                  2,664   2,664 
                                             -----------  ------ 
 

Tangible fixed assets are amortized over 3 years. Depreciation expenses are included in profit and loss under the <<Depreciation of tangible / intangible assets>>.

   12.       Intangible assets 

Intangible assets movement as of 30 June 2023:

 
 Cost                           Licenses    Total 
                               ---------  -------- 
 As of period beginning           14,944    14,944 
                               ---------  -------- 
     Additions                     5,962     5,962 
     Disposals                   (6,170)   (6,170) 
     Translation difference          711       711 
 As of period end                 15,447    15,447 
                               ---------  -------- 
 Depreciation 
                               ---------  -------- 
 As of period beginning          (7,906)   (7,906) 
                               ---------  -------- 
     Depreciation charge         (7,849)   (7,849) 
     Disposals                     6,170     6,170 
     Translation difference        (427)     (427) 
                               ---------  -------- 
 As of period end                10,012)   10,012) 
                               ---------  -------- 
 Net book value 
     As of period beginning        7,038     7,038 
                               ---------  -------- 
     As of period end              5,435     5,435 
                               ---------  -------- 
 

Amortization is recognized in the income statements using the straight-line method over the estimated useful life :

   --       Licenses - validity period. 
   13.       Right-of-use assets 

Right-of-use assets movement as of 30 June 2023:

 
 Cost                          Leased server    Total 
                              --------------  --------- 
 As of period beginning             77 , 451   77 , 451 
                              --------------  --------- 
     Translation difference            3,714      3,714 
 As of period end                     81,165     81,165 
                              --------------  --------- 
 Depreciation 
                              --------------  --------- 
 As of period beginning             (11,295)   (11,295) 
                              --------------  --------- 
     Depreciation charge             (9 871)    (9 871) 
     Translation difference            (816)      (816) 
 As of period end                   (21,982)   (21,982) 
                              --------------  --------- 
 Net book value 
                              --------------  --------- 
     As of period beginning           66,156     66,156 
                              --------------  --------- 
     As of period end                 59,183     59,183 
                              --------------  --------- 
 

Lease liabilities in respect of right-of-use assets:

 
                                  Leased server   Total 
                                 --------------  ------- 
 As of 3 0 June 2023                     62,724   62,724 
          including: 
         long-term                       44,428   44,428 
         short-term                      18,296   18,296 
 
 Interest expense recognized:     Leased server   Total 
                                 --------------  ------- 
 As of 30 June 2023                       1,003    1,033 
 

The discount rate 2022 used in determining the present value of the lease liability was determined based on the borrowing rates placed at Bank of England official site ( https://www.bankofengland.co.uk/statistics/effective-interest-rates ) and consisted as follows:

   -     Server lease right: 3.11% . 
   14.       Investments in subsidiaries 
 
 Subsidiary undertakings    Country of incorporation 
                                                        30 June 2023   31 December 
                                                                           2022 
                                                       -------------  ------------ 
 Vertu Capital Holding 
  Ltd.                      United Kingdom                   -            100% 
 Vox Capital Ltd            United Kingdom                  100%          100% 
 Mobio Global Ltd           United Kingdom                  100%          100% 
 Vox Valor Capital 
  Pte Ltd                   Singapore                       100%          100% 
 Initium HK Ltd             Hong Kong                       100%          100% 
 

Vox Valor Capital Pte. Limited and Initium HK Limited are companies holding investments in stock.

On 23 February 2023, Vertu Capital Holding Ltd. (UK) was liquidated by Vox Valor Capital Limited.

Mobio Global Limited was created as an acquisition purposes vehicle. As of 30 June 2023 the Mobio Group consists of:

 
 Subsidiary undertakings    Country of incorporation 
                                                        30 June 2023   31 December 
                                                                           2022 
                                                       -------------  ------------ 
 Mobio (Singapore) 
  PTE LTD                   Singapore                       100%          100% 
 Mobio Global Inc.          USA                             100%          100% 
 

Investments at fair value

 
 Investments at fair value     30 June 2023   31 December 
                                                  2022 
---------------------------   -------------  ------------ 
 Airnow PLC shares               10,602,402    10,156,281 
 Total                           10,602,402    10,156,281 
                              -------------  ------------ 
 

The shares in Airnow PLC are directly held by Vox Valor Capital Singapore Pte Limited.

   15.       Trade and other receivables 
 
                            30 June 2023   31 December 
                                               2022 
                           -------------  ------------ 
 Trade receivables             1,170,365     2,924,351 
 Provision for bad debts         (6,702)       (6,702) 
 Prepayments                     186,437        12,446 
                           -------------  ------------ 
 Total                         1,350,100     2,930,095 
                           -------------  ------------ 
 

All of the trade receivables were non-interest bearing and receivable under normal commercial terms. The Directors consider that the carrying value of trade and other receivables approximates to their fair value. The ageing of trade receivables is detailed below:

As of 30 June 2023

 
                       < 60 days    < 90   < 180     > 180     Total 
                                    days    days      days 
                      ----------  ------  ------  --------  ---------- 
  Trade receivables    1,163,663       -       -     6,702   1 170 365 
  Provision for bad 
   debts                       -       -       -   (6,702)     (6 702) 
                      ----------  ------  ------  --------  ---------- 
  Total                1,163,663       -       -         -   1,163,663 
                      ----------  ------  ------  --------  ---------- 
 

As of 31 December 2022

 
                       < 60 days    < 90   < 180     > 180     Total 
                                    days    days      days 
                      ----------  ------  ------  --------  ---------- 
  Trade receivables    2,917,649       -       -     6,702   2,924,351 
  Provision for bad 
   debts                       -       -       -   (6,702)     (6,702) 
                      ----------  ------  ------  --------  ---------- 
  Total                2,917,649       -       -         -   2,917,649 
                      ----------  ------  ------  --------  ---------- 
 
   16.       Cash and cash equivalents 
 
                             30 June 2023   31 December 
                                                2022 
                            -------------  ------------ 
 Cash at bank and in hand          79,965       911,686 
                            -------------  ------------ 
 Total                             79,965       911,686 
                            -------------  ------------ 
 
   17.       Trade and other payables 
 
                                          30 June 2023   31 December 
                                                             2022 
                                         -------------  ------------ 
 Trade payables                                392,551     2,891,753 
 Other taxes and social security costs             496         8,068 
 Other payables and accruals                     7,495         5,270 
                                         -------------  ------------ 
 Total                                         400,542     2,905,091 
                                         -------------  ------------ 
 

The fair value of trade and other payables approximates to book value at each year end. Trade payables are non-interest bearing and are normally settled monthly.

   18.       Loans and borrowings 
 
 Long-term                               30 June 2023   31 December 
                                                            2022 
                                        -------------  ------------ 
 Triple Dragon Funding Delta Limited 
  (TDFD) - principal                        1,915,000     1,625,000 
 AdTech Solutions Limited - principal         385,000       385,000 
 AdTech Solutions Limited - interest           61,007             - 
 Mobile Marketing LLC - principal              40,000        40,000 
 Mobile Marketing LLC - interest                7,532         5,712 
 Total                                      2,408,539     2,055,712 
                                        -------------  ------------ 
 
 
 Short-term                             30 June 2023   31 December 
                                                           2022 
                                       -------------  ------------ 
 Triple Dragon Funding Delta Limited 
  (TDFD) - interest                           41,943        35,038 
 AdTech Solutions Limited - interest               -        46,570 
 Total                                        41,943        81,608 
                                       -------------  ------------ 
 

During the period ended 30 June 2023, the Group used a lending facility from Triple Dragon Funding Delta Limited (TDFD). The TDFD facility is secured by a floating charge that covers the property and undertakings of Vox Capital Ltd and Mobio Global Ltd. Interest is charged on the loan at a rate of 2.25% per calendar month.

On 27 July 2022, the loan agreement between Mobio Global LTD (borrower) and Mobile Marketing LLC (lender) dated 06.10.2020 was assigned to Adtech Solutions Limited. Final repayment date is 1 March 2024. Interest is charged on the loan at a rate of 7.5% per calendar month.

   19.       Other long-term and lease liabilities 

Lease liabilities

 
                            30 June 2023   31 December 
                                               2022 
                           -------------  ------------ 
 Non-current liabilities 
 Lease liabilities                44,428        53,722 
 Current liabilities 
 Lease liabilities                18,296        17,381 
                           -------------  ------------ 
 Total                            62,724        71,103 
                           -------------  ------------ 
 

As at the period ended 30 June 2023 the Group leases a server for the purpose of storing files and documents. The Group does not lease any premises in London, Singapore and USA.

 
 Interest expense recognized:    Leased property   Leased server   Total 
                                ----------------  --------------  ------ 
 As of 30 June 2023                            -           1,003   1,033 
 As of 31 December 202 2                   2,999           2,033   5,032 
 

The discount rate 2022 used in determining the present value of the lease liability was determined based on the borrowing rates placed at Bank of England official site ( https://www.bankofengland.co.uk/statistics/effective-interest-rates ) and consisted as follows:

   -     Server lease right: 3.11% . 
   20.       Other short-term liabilities 
 
                              30 June 2023   31 December 
                                                 2022 
                             -------------  ------------ 
 VAT payable (tax agent)           153,883       152,914 
 Current lease liabilities          18,296        17,381 
 Salary liabilities                 14,346             - 
                             -------------  ------------ 
 Total                             186,525       170,295 
                             -------------  ------------ 
 
   21.       Financial instruments 

The Group's financial instruments may be analysed as follows:

 
 Financial assets                          30 June 2023   31 December 
                                                              2022 
                                          -------------  ------------ 
 Financial assets measured at amortised 
  cost : 
 Cash at bank and in hand                        79,965       911,686 
 Trade receivables                            1,163,663     2,917,649 
 Other receivables                              186,437        12,446 
                                          -------------  ------------ 
 Total                                        1,430,065     3,841,781 
                                          -------------  ------------ 
 
 
 Financial liabilities                    30 June 2023   31 December 
                                                                2022 
                                         -------------  ------------ 
 Financial liabilities measured at 
  amortised cost : 
 Trade payables                                392,551     2,891,753 
 Other taxes and social security costs             496         8,068 
 Lease liabilities                              62,724        71,103 
                                         -------------  ------------ 
 Total                                         455,771     2,970,924 
                                         -------------  ------------ 
 

The Group's income, expense, gains and losses in respect of financial assets measured at fair value through profit or loss realised fair value gains of nil (2022: nil).

   22.       Financial risk management 

The Group is exposed to a variety of financial risks through its use of financial instruments which result from its operating activities. All the Group's financial instruments are classified trade and other receivables. The Group does not actively engage in the trading of financial assets for speculative purposes. The most significant financial risks to which the Group is exposed are described below:

Credit risk

Generally, the Group's maximum exposure to credit risk is limited to the carrying amount of the financial assets recognised at the reporting date, as summarised below:

 
                      30 June 2023   31 December 
                                         2022 
                     -------------  ------------ 
 Trade receivables       1,163,663     2,917,649 
 Prepayments               186,437        12,446 
                     -------------  ------------ 
 Total                   1,350,100     2,930,095 
                     -------------  ------------ 
 

Credit risk is the risk of financial risk to the Group if a counter party to a financial instrument fails to meet its contractual obligation. The nature of the Group's debtor balances, the time taken for payment by clients and the associated credit risk are dependent on the type of engagement.

The Group's trade and other receivables are actively monitored. The ageing profit of trade receivables is monitored regularly by Directors. Any debtors over 30 days are reviewed by Directors every month and explanations sought for any balances that have not been recovered.

Unbilled revenue is recognised by the Group only when all conditions for revenue recognition have been met in line with the Group's accounting policy.

The Directors are of the opinion that there is no material credit risk at the Group level.

Liquidity risk

Liquidity risk is the situation where the Group may encounter difficulty in meeting its obligations associated with its financial liabilities. The Group seeks to manage financial risks to ensure sufficient liquidity is available to meet any foreseeable needs and to invest cash assets safely and profitably.

The tables below break down the Group's financial liabilities into relevant maturity groups based on their contractual maturities.

The amounts disclosed in the tables below are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances, because the impact of discounting is not significant.

Contractual maturities of financial liabilities as of 30 June 2023

 
                      Less than    6-12     Between    Between    Carrying 
                       6 months    months     1 and      2 and     amount 
                                             2 years    5 years 
                     ----------  --------  ---------  ---------  --------- 
 
 Trade and other 
  payables              400,542         -          -          -    400,542 
 Corporation tax 
  payable                38,253         -          -          -     38,253 
 Lease liabilities        9,719     8,577     44,428          -     62,724 
                     ----------  --------  ---------  ---------  --------- 
 Total                  448,514     8,577     44,428          -    501,519 
                     ----------  --------  ---------  ---------  --------- 
 

Contractual maturities of financial liabilities as of 31 December 2022

 
                      Less than    6-12     Between    Between    Carrying 
                       6 months    months     1 and      2 and      amount 
                                             2 years    5 years 
                     ----------  --------  ---------  ---------  ---------- 
 
 Trade and other 
  payables            2,905,091         -          -          -   2,905,091 
 Corporation tax 
  payable                17,823         -          -          -      17,823 
                                      7 , 
 Lease liabilities      9 , 426       955   20 , 298   33 , 424    71 , 103 
                     ----------  --------  ---------  ---------  ---------- 
                                      7 ,       20 ,       33 , 
 Total                2,932,340       955        298        424   2,994,017 
                     ----------  --------  ---------  ---------  ---------- 
 

Interest rate risk

The Group is not exposed to material interest rate risk as its liabilities are either non-interest bearing or subject to fixed interest rates.

Foreign currency risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily the Russian Ruble . The Group monitors exchange rate movements closely and ensures adequate funds are maintained in appropriate currencies to meet known liabilities.

The Group's exposure to foreign currency risk at the end of the respective reporting period, expressed in Currency Units, was as follows:

 
 Cash & cash equivalents       GBP      EUR 
                            --------  ------- 
 30 June 2023                  2,623    8,617 
 31 December 2022            157,104   11,291 
                            --------  ------- 
 

The Group is exposed to foreign currency risk on the relationship between the functional currencies of the Group companies and the other currencies in which the Group's material assets and liabilities are denominated. The table below summaries the effect on profit and loss had the functional currency of the Group weakened or strengthened against these other currencies, with all other variables held constant.

 
                                     30 June 2023     31 December 2022 
                                   ---------------  ------------------- 
                                     GBP      EUR      GBP        EUR 
                                   -------  ------  ---------  -------- 
 10% weakening of functional 
  currency                           (262)   (862)   (15,710)   (1,129) 
                                   -------  ------  ---------  -------- 
 10% strengthening of functional 
  currency                             262     862     15,710     1,129 
                                   -------  ------  ---------  -------- 
 

The impact of a change of 10% has been selected as this has been considered reasonable given the current level of exchange rates and the volatility observed both on a historical basis and market expectations for future movements.

Reputational risks

The Management of the Group believes that at present there are no facts that could have a significant negative impact on the decrease in the number of its customers due to a negative perception of the quality of services provided, adherence to the terms of rendering services, as well as the participation of the Group in any price agreement. Accordingly, reputational risks are assessed by the Group as insignificant.

Fair value of financial instruments

The fair values of all financial assets and liabilities approximates their carrying value.

Other risks

The industry risk is currently assessed as low, and the volume of advertising on the Internet is growing. However, it should be taken into consideration that the industry is affected by changing legislation on the regulation of the advertising services provision and compliance with information security of data. Also, the Group business depends on the availability, performance and reliability of internet, mobile and other infrastructures (speed, data capacity and security) that are not under the Group control.

The Group makes every effort to comply with the requirements of the legislation and to maintenance of a reliability for providing advertising internet services.

   23.       Related party disclosures 

Parties are generally considered to be related if one party has the ability to control the other party or can exercise significant influence in making financial and operational decisions.

The related parties of the Group are:

-- Petrus Cornelis Johannes Van Der Pijl - Director, international group member (the ultimate beneficiary).

   --      Stefans Keiss - international group member (the ultimate beneficiary). 
   --      S Konovalov - international group member (the ultimate beneficiary). 
   --      Vox Valor Capital Pte. LTD - international group member. 
   --      Vox Capital LTD - international group member. The shareholder of the Mobio Global LTD. 
   --      Vox Valor Capital LTD - international group member. 
   --      Vox Capital Holding LTD - international group member. 
   --      Vox Valor Holding LTD - international group member. 

The affiliated parties of the Company are:

   --      Mobile Marketing LLC - through S. Konovalov. 
   --      Influence LLC - through S. Konovalov. 
   --      Adtech solutions limited - through S. Konovalov 
   --      Triple Dragon Services OÜ - through Petrus Cornelis Johannes Van Der Pijl 
   --      Triple Dragon Limited - through Petrus Cornelis Johannes Van Der Pijl 
   --      Triple Dragon Funding Delta Limited - through Petrus Cornelis Johannes Van Der Pijl 

23.1. Transactions with related parties

   --    Trade and other receivables - related parties (immediate parent company for the Group) : 
 
 Creditor        Related          Description                 30 June   31 December 
                  party                                         2023        2022 
-------------   --------------   -------------------------   --------  ------------ 
 Vox Capital      Mobio Global 
  Ltd              LTD              Administrative expenses     21,424         8,591 
     Total:                                                    24,424         8,591 
 
   --    Trade and other payables - related parties (immediate parent company for the Group): 
 
 Debtor          Related          Description                30 June    31 December 
                  party                                        2023         2022 
-------------   --------------   -----------------------   ----------  ------------ 
 Vox Capital      Mobio Global 
  Ltd              LTD              Intercompany payments    2,304,890     2,448,048 
     Total:                                                 2,304,890     2,448,048 
 

23.2. Transactions with affiliated parties

   --    Trade and other receivables - affiliated parties: 
 
 Debtor                Affiliated            Description           30 June   31 December 
                        party                                        2023        2022 
-------------------   -------------------   -------------------   --------  ------------ 
 Mobio Global           Triple Dragon 
  LTD                    Services OÜ      Service agreement    406,826       650,586 
 Mobio Global           Adtech Solutions 
  LTD                    Limited               Service agreement    227,826       185,696 
 Mobio Global           Mobile Marketing 
  LTD                    LLC                   Service agreement    181,901       185,696 
 Mobio (Singapore)      Triple Dragon 
  Pte LTD                Services OÜ      Service agreement     44,500        44,500 
     Total:                                                        860,272       880,782 
 
   --    Trade and other payables - affiliated parties: 
 
 Creditor              Affiliated            Description             30 June   31 December 
                        party                                          2023        2022 
-------------------   -------------------   ---------------------   --------  ------------ 
 Mobio Global           Triple Dragon 
  LTD                    Services OÜ      Service agreement        9,350       145,623 
 Mobio (Singapore)      Triple Dragon 
  Pte LTD                Services OÜ      Service agreement            -       125,094 
 Mobio Global           Mobile Marketing 
  LTD                    LLC                   Audit fees charging     39,623        37,168 
 Mobio (Singapore)      Mobile Marketing 
  Pte LTD                LL                    Audit fees charging     15,299        15,924 
     Total:                                                           64,272       323,809 
 
   --    Loans - affiliated parties: 
 
 Creditor         Affiliated           Description         30 June    31 December 
                   party                                     2023         2022 
--------------   ------------------   ----------------   ----------  ------------ 
                   Triple Dragon 
 Vox Capital        Funding Delta        Loan agreement 
  Ltd               Limited               - principal      1,915,000     1,625,000 
                   Triple Dragon 
 Vox Capital        Funding Delta        Loan agreement 
  Ltd               Limited               - interest          41,943        35,038 
 Mobio Global      Adtech solutions      Loan agreement 
  LTD               limited               - principal        385,000       385,000 
 Mobio Global      Adtech solutions      Loan agreement 
  LTD               limited               - interest          61,007        46,570 
 Vox Capital       Mobile Marketing      Loan agreement 
  Ltd               LLC                   - principal         40,000        40,000 
 Vox Capital       Mobile Marketing      Loan agreement 
  Ltd               LLC                   - interest           7,532         5,712 
     Total:                                               2,450,482     2,137,320 
 
   --    Income and expenses - affiliated parties: 
 
 Parent company        Affiliated            Description            H1 2023   H1 2022 
                        party 
-------------------   -------------------   --------------------   --------  -------- 
 Mobio Global          Triple Dragon         Sales revenue          872,838         - 
  LTD                   Services OÜ 
 Mobio Global          Adtech Solutions      Sales revenue          214,715         - 
  LTD                   Limited 
 Mobio Global           Triple Dragon 
  LTD                    Services OÜ      Operating expenses     34,182    49,725 
 Mobio (Singapore)      Triple Dragon 
  Pte LTD                Limited               Operating expenses     34,807     2,741 
 Mobio Global          Adtech Solutions      Administrative             375         - 
  LTD                   Limited               expenses 
                        Triple Dragon 
 Vox Capital             Funding Delta 
  Ltd                    Limited               Interest expenses     234,412   323,873 
 Mobio Global           Adtech solutions       Interest expenses      14,373         - 
  LTD                    limited 
 Mobile Marketing       Influence              Interest income         1,504         - 
  LLC                    LLC 
 
   24.       Subsequent events 

In the period between the reporting date and the date of signing the financial statements for the interim reporting period, there were no other facts of economic activity that could have an impact on the financial condition, cash flow or performance of the organization and which should be reflected.

   25.       Approval of unaudited consolidated financial statements 

Responsibility Statement

The Company's Directors, whose names and functions appear below this statement, are responsible for preparing this unaudited interim consolidated financial statements in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority ('DTR') and with Accounting Standard IAS 34 "Interim Financial Reporting".

The Directors, and each Director individually, confirms that, to the best of their knowledge, this unaudited consolidated financial statements gives a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and that the interim management report includes a fair review of the information required by DTR4.2.7R 7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year) and by DTR4.2.8R (disclosure of material related parties' transactions).

Directors:

John G Booth (Non-Executive Chairman)

Konstantin Khomyakov (Finance Director)

Rumit Shah (Non-Executive Director)

Simon Retter (Non-Executive Director) (resigned 31 August 2023)

This unaudited consolidated financial information was approved by the Board on 28 September 2023 .

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END

IR NKFBPFBKDOCB

(END) Dow Jones Newswires

September 29, 2023 02:00 ET (06:00 GMT)

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